UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended |
For the transition period from to
EDISON INTERNATIONAL |
| SOUTHERN CALIFORNIA EDISON COMPANY |
(Address of principal executive offices) | (Address of principal executive offices) | |
(Registrant's telephone number, including area code) | (Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Edison International:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
LLC |
Southern California Edison Company: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Edison International |
|
| Southern California Edison Company |
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Edison International |
| Yes ☐ |
| Southern California Edison Company |
| Yes ☐ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Edison International |
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| Southern California Edison Company |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Edison International |
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| Southern California Edison Company |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-12 of the Exchange Act. (Check One):
Edison International | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging growth company | |
☑ | ☐ | ☐ | |||
Southern California Edison Company | Large Accelerated Filer | Accelerated Filer | Smaller Reporting Company | Emerging growth company | |
☐ | ☐ | ☑ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Edison International |
| ☐ |
| Southern California Edison Company |
| ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Edison International |
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| Southern California Edison Company |
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Edison International |
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| Southern California Edison Company |
|
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Edison International |
| ☐ |
| Southern California Edison Company |
| ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Edison International |
| Yes |
| Southern California Edison Company |
| Yes |
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2023, the last business day of the most recently completed second fiscal quarter:
Edison International |
| Approximately $ |
| Southern California Edison Company |
| owned by Edison International |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Common Stock outstanding as of February 15, 2024:
Edison International | shares | |||
Southern California Edison Company | shares (wholly owned by Edison International) |
OMISSION OF CERTAIN INFORMATION
Southern California Edison Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format allowed under the General Instruction.
DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Edison International Proxy Statement relating to Edison International's 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
TABLE OF CONTENTS
SEC Form 10-K | ||
Reference Number | ||
vi | ||
1 | ||
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 4 | Part II, Item 7 |
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i
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40 | Part I, Item 1A | |
40 | ||
40 | ||
40 | ||
42 | ||
47 | ||
47 | ||
RISKS RELATING TO EDISON INTERNATIONAL AND SOUTHERN CALIFORNIA EDISON COMPANY | 48 | |
48 | ||
50 | ||
50 | Part II, Item 7A | |
50 | Part II, Item 8 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID | 51 |
ii
iii
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 135 | Part II, Item 9 |
135 | Part II, Item 9A | |
136 | Part I, Item 1 | |
136 | ||
136 | ||
137 | ||
137 | ||
140 | ||
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145 | ||
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149 | ||
150 | ||
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152 | ||
152 | ||
153 | ||
153 | ||
154 | ||
155 | Part I, Item 1B | |
155 | Part I, Item 1C | |
156 | Part I, Item 2 | |
156 | Part I, Item 3 | |
156 | ||
157 | ||
157 | Part I, Item 4 | |
158 | ||
158 | Part I | |
158 | Part III, Item 10 | |
159 | Part III, Item 11 |
iv
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 159 | Part III, Item 12 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 160 | Part III, Item 13 |
160 | Part III, Item 14 | |
161 | Part II, Item 5 | |
161 | ||
161 | ||
Purchases of Equity Securities by Edison International and Affiliated Purchasers | 162 | |
163 | ||
163 | Part II, Item 9B Part II, Item 6 | |
163 | ||
164 | Part IV, Item 16 | |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 164 | Part II, Item 9C |
164 | Part IV, Item 15 | |
165 | ||
171 | ||
178 |
This combined Form 10-K is separately filed by Edison International and SCE. Information contained in this document relating to SCE is filed by Edison International and separately by SCE. SCE makes no representation as to information relating to Edison International or its subsidiaries, except as it may relate to SCE and its subsidiaries.
v
GLOSSARY
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
2017/2018 Wildfire/Mudslide Events |
| the Thomas Fire, the Koenigstein Fire, the Montecito Mudslides and the Woolsey Fire, collectively |
AB 1054 | California Assembly Bill 1054, executed by the governor of California on July 12, 2019 | |
AB 1054 Excluded Capital Expenditures |
| $1.6 billion in wildfire risk mitigation capital expenditures that SCE has excluded from the equity portion of SCE's rate base as required under AB 1054 |
AB 1054 Liability Cap | a cap on the aggregate requirement to reimburse the Wildfire Insurance Fund over a trailing three calendar year period which applies if certain conditions are met and is equal to 20% of the equity portion of the utility's transmission and distribution rate base, excluding general plant and intangibles, in the year of the applicable prudency determination | |
ARO(s) | asset retirement obligation(s) | |
CAISO |
| California Independent System Operator |
Capistrano Wind | a group of wind projects referred to as Capistrano Wind | |
Capital Structure Compliance Period | January 1, 2023 to December 31, 2025, the current compliance period for SCE's CPUC authorized capital structure | |
CAPP | California Arrearage Payment Program | |
CCAs |
| community choice aggregators which are cities, counties, and certain other public agencies with the authority to generate and/or purchase electricity for their local residents and businesses |
COVID-19 | Coronavirus disease 2019 | |
CPUC | California Public Utilities Commission | |
CSRP | Customer Service Re-platform, a customer service system implemented in April 2021 | |
DART | a Days Away Restricted or Transferred incident, which is a work-related Occupational Safety and Health Administration recordable injury or illness that results in days away from work, restricted duty or transfer of duties | |
DERs | distributed energy resources | |
DGC | the decommissioning general contractor engaged by SCE to undertake a significant scope of decommissioning activities at San Onofre | |
ECS | SCE commercial telecommunications services operated under the name of Edison Carrier Solutions | |
Edison Energy |
| Edison Energy, LLC, an indirect wholly-owned non-utility subsidiary of Edison International, a global energy advisory firm providing integrated sustainability and energy solutions to commercial, industrial and institutional customers |
Edison International Proxy Statement | Proxy Statement to be filed with the SEC in connection with Edison International's Annual Meeting of Shareholders to be held on April 25, 2024 | |
EEI Serious Injury | a work-related injury that is categorized as a "serious injury" by Edison Electric Institute | |
EEI SIF | a work-related fatality or an EEI Serious Injury | |
EIS | Edison Insurance Services, Inc., a wholly-owned subsidiary of Edison International licensed to provide insurance to Edison International and its subsidiaries | |
Electric Service Provider |
| an entity other than an investor-owned utility or CCA that provides electric power and ancillary services to retail customers |
ERRA |
| Energy Resource Recovery Account |
Fast curve settings | protective settings, used to mitigate the risk of wildfires in high fire risk areas, that enable SCE to more quickly shut off power when an electrical fault occurs than under traditional settings | |
FERC |
| Federal Energy Regulatory Commission |
Fitch | Fitch Ratings, Inc. | |
GAAP | generally accepted accounting principles in the United States | |
GHG | greenhouse gas |
vi
GRC | general rate case | |
IRA |
| Inflation Reduction Act of 2022 |
Koenigstein Fire | a wind-driven fire that originated near Koenigstein Road in the City of Santa Paula in Ventura County, California, on December 4, 2017 | |
MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations in this report | |
Montecito Mudslides | the debris flows and flooding in Montecito, Santa Barbara County, California, that occurred in January 2018 | |
Moody's | Moody's Investors Service, Inc. | |
MW | Megawatt(s) | |
NDCTP | Nuclear Decommissioning Cost Triennial Proceeding, a CPUC proceeding to review decommissioning costs | |
NEM | net energy metering | |
NERC | North American Electric Reliability Corporation | |
NRC | United States Nuclear Regulatory Commission | |
OEIS | Office of Energy Infrastructure Safety of the California Natural Resources Agency | |
PABA | Portfolio Allocation Balancing Account | |
Palo Verde | nuclear electric generating facility located near Phoenix, Arizona in which SCE holds a 15.8% ownership interest | |
PBOP(s) | postretirement benefits other than pension(s) | |
PG&E | Pacific Gas & Electric Company | |
Post-2018 Wildfires | Collectively, all the wildfires that originated in Southern California after 2018 where SCE's equipment has been or may be alleged to be associated with the fire's ignition | |
PSPS | Public Safety Power Shutoff(s) | |
ROE | return on common equity | |
RPS | California's Renewables Portfolio Standard | |
S&P | Standard & Poor's Financial Services LLC | |
Safety Tier 1 Contractors | individuals assigned to contracted work activities that may be high risk and, without implementation of appropriate safety measures, may be potentially hazardous or life threatening | |
San Onofre | retired nuclear generating facility located in south San Clemente, California in which SCE holds a 78.21% ownership interest | |
SCE | Southern California Edison Company, a wholly-owned subsidiary of Edison International | |
SCE Recovery Funding LLC | a bankruptcy remote, wholly owned special purpose subsidiary, consolidated by SCE | |
SDG&E | San Diego Gas & Electric Company | |
SEC | U.S. Securities and Exchange Commission | |
SED | Safety and Enforcement Division of the CPUC | |
SED Agreement | an agreement dated October 21, 2021 between SCE and the SED regarding the 2017/2018 Wildfire/Mudslide Events and three other 2017 wildfires | |
SoCalGas | Southern California Gas Company | |
Thomas Fire | a wind-driven fire that originated in the Anlauf Canyon area of Ventura County, California, on December 4, 2017 | |
TKM | collectively, the Thomas Fire, the Koenigstein Fire and the Montecito Mudslides | |
Track 2 | Track 2 of the 2021 GRC, which addressed the reasonableness of wildfire mitigation costs incurred in 2018 and 2019 that were incremental to amounts authorized in the 2018 GRC | |
Track 3 | Track 3 of the 2021 GRC, which addressed the reasonableness of wildfire mitigation costs incurred in 2020 that were incremental to amounts authorized in the 2018 GRC | |
Track 4 | Track 4 of the 2021 GRC, which addressed SCE's revenue requirement for 2024 | |
Turnover Rate | the number of employees (other than interns) who leave Edison International Parent or SCE for voluntary or involuntary reasons, divided by the average number of employees during the relevant period |
vii
WCCP | Wildfire Covered Conductor Program | |
WMP | a wildfire mitigation plan required to be filed under AB 1054 to describe a utility's plans to construct, operate, and maintain electrical lines and equipment that will help minimize the risk of catastrophic wildfires caused by such electrical lines and equipment | |
Wildfire Insurance Fund | the insurance fund established under AB 1054 | |
Woolsey Fire | a wind-driven fire that originated in Ventura County in November 2018 |
viii
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Edison International's and SCE's current expectations and projections about future events based on Edison International's and SCE's knowledge of present facts and circumstances and assumptions about future events and include any statements that do not directly relate to a historical or current fact. Other information distributed by Edison International and SCE that is incorporated in this report, or that refers to or incorporates this report, may also contain forward-looking statements. In this report and elsewhere, the words "expects," "believes," "anticipates," "estimates," "projects," "intends," "plans," "probable," "may," "will," "could," "would," "should," “targets,” and variations of such words and similar expressions, or discussions of strategy or plans, are intended to identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ from those currently expected, or that otherwise could impact Edison International and SCE, include, but are not limited to the:
● | ability of SCE to recover its costs through regulated rates, timely or at all, including uninsured wildfire-related and debris flow-related costs (including amounts paid for self-insured retention and co-insurance), costs incurred to mitigate the risk of utility equipment causing future wildfires, costs incurred as a result of the COVID-19 pandemic, and increased costs due to supply chain constraints, inflation and rising interest rates; |
● | impact of affordability of customer rates on SCE’s ability to execute its strategy, including the impact of affordability on the approval of operations and maintenance expenses, and proposed capital investment projects; |
● | ability of SCE to implement its operational and strategic plans, including its WMP and capital program; |
● | risks of regulatory or legislative restrictions that would limit SCE's ability to implement operational measures to mitigate wildfire risk, including PSPS and fast curve settings, when conditions warrant or would otherwise limit SCE's operational practices relative to wildfire risk mitigation; |
● | ability of SCE to obtain safety certifications from OEIS; |
● | risk that AB 1054 does not effectively mitigate the significant exposure faced by California investor-owned utilities related to liability for damages arising from catastrophic wildfires where utility facilities are alleged to be a substantial cause, including the longevity of the Wildfire Insurance Fund and the CPUC's interpretation of and actions under AB 1054, including its interpretation of the prudency standard clarified by AB 1054; |
● | risks associated with the operation of electrical facilities, including worker and public safety issues, the risk of utility assets causing or contributing to wildfires, failure, availability, efficiency, and output of equipment and facilities, and availability and cost of spare parts; |
● | physical security of Edison International's and SCE's critical assets and personnel and the cybersecurity of Edison International's and SCE's critical information technology systems for grid control, and business, employee and customer data; |
● | ability of Edison International and SCE to effectively attract, manage, develop and retain a skilled workforce, including its contract workers; |
● | decisions and other actions by the CPUC, the FERC, the NRC and other governmental authorities, including decisions and actions related to nationwide or statewide crisis, determinations of authorized rates of return or return on equity, the recoverability of wildfire-related and debris flow-related costs, issuance of SCE's wildfire safety certification, wildfire mitigation efforts, approval and implementation of electrification programs, and delays in executive, regulatory and legislative actions; |
● | potential for penalties or disallowances for non-compliance with applicable laws and regulations, including fines, penalties and disallowances related to wildfires where SCE's equipment is alleged to be associated with ignition; |
1
● | extreme weather-related incidents (including events caused, or exacerbated, by climate change, such as wildfires, debris flows, flooding, droughts, high wind events and extreme heat events) and other natural disasters (such as earthquakes), which could cause, among other things, public safety issues, property damage, rotating outages and other operational issues (such as issues due to damaged infrastructure), PSPS activations and unanticipated costs; |
● | cost and availability of labor, equipment and materials, including as a result of supply chain constraints and inflation; |
● | ability of Edison International or SCE to borrow funds and access bank and capital markets on reasonable terms; |
● | risks associated with the decommissioning of San Onofre, including those related to worker and public safety, public opposition, permitting, governmental approvals, on-site storage of spent nuclear fuel and other radioactive material, delays, contractual disputes, and cost overruns; |
● | risks associated with cost allocation resulting in higher rates for utility bundled service customers because of possible customer bypass or departure for other electricity providers such as CCAs and Electric Service Providers; |
● | risks inherent in SCE's capital investment program, including those related to project site identification, public opposition, environmental mitigation, construction, permitting, contractor performance, changes in the CAISO's transmission plans, and governmental approvals; |
● | actions by credit rating agencies to downgrade Edison International or SCE's credit ratings or to place those ratings on negative watch or negative outlook; |
● | changes in tax laws and regulations, at both the state and federal levels, or changes in the application of those laws, that could affect recorded deferred tax assets and liabilities, effective tax rates and cash flows; |
● | changes in future taxable income, or changes in tax law, that would limit Edison International's and SCE's realization of expected net operating loss and tax credit carryover benefits prior to expiration; |
● | changes in interest rates and potential future adjustments to SCE's ROE based on changes in Moody's utility bond rate index; |
● | changes in rates of inflation (including whether inflation-related adjustments to SCE's authorized revenues allowed by the public utility regulators are commensurate with inflation rates); |
● | governmental, statutory, regulatory, or administrative changes or initiatives affecting the electricity industry, including the market structure rules applicable to each market adopted by the NERC, CAISO, Western Electricity Coordinating Council, and similar regulatory bodies in adjoining regions, and changes in the United States' and California's environmental priorities that lessen the importance placed on GHG reduction and other climate related priorities; |
● | availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of counterparties to pay amounts owed in excess of collateral provided in support of their obligations; and |
● | cost of fuel for generating facilities and related transportation, which could be impacted by, among other things, disruption of natural gas storage facilities, to the extent not recovered, timely or at all, through regulated rate cost escalation provisions or balancing accounts. |
Additional information about risks and uncertainties, including more detail about the factors described in this report, is contained throughout this report. Readers are urged to read this entire report, including information incorporated by reference, and carefully consider the risks, uncertainties, and other factors that affect Edison International's and SCE's businesses. Forward-looking statements speak only as of the date they are made and neither Edison International nor SCE are obligated to publicly update or revise forward-looking statements. Readers should review future reports filed by Edison International and SCE with the SEC. Edison International and SCE post or provide direct links to (i) certain SCE
2
and other parties' regulatory filings and documents with the CPUC and the FERC and certain agency rulings and notices in open proceedings in a section titled "SCE Regulatory Highlights," (ii) certain documents and information related to Southern California wildfires which may be of interest to investors in a section titled "Southern California Wildfires," and (iii) presentations, documents and information that may be of interest to investors in a section titled "Presentations and Updates" at www.edisoninvestor.com in order to publicly disseminate such information. The reports, presentations, documents and information contained on, or connected to, the Edison International investor website are not deemed part of, and are not incorporated by reference into, this report.
Except when otherwise stated, references to each of Edison International or SCE mean each such company with its subsidiaries on a consolidated basis. References to "Edison International Parent and Other" mean Edison International Parent and its subsidiaries other than SCE and its subsidiaries and "Edison International Parent" mean Edison International on a stand-alone basis, not consolidated with its subsidiaries. Unless otherwise described, all the information contained in this report relates to both filers.
3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion related to the results of operations and changes in financial condition for 2022 compared to 2021 is incorporated by reference to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC in February 2023.
MANAGEMENT OVERVIEW
Highlights of Operating Results
Edison International is the ultimate parent holding company of SCE and Edison Energy. SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of southern California. Edison Energy is a global energy advisory firm providing integrated sustainability and energy solutions to commercial, industrial and institutional customers. Edison Energy's business activities are currently not material to report as a separate business segment.
Edison International's earnings are prepared in accordance with GAAP. Management uses core earnings (loss) internally for financial planning and for analysis of performance. Core earnings (loss) are also used when communicating with investors and analysts regarding Edison International's earnings results to facilitate comparisons of the company's performance from period to period. Core earnings (loss) are a non-GAAP financial measure and may not be comparable to those of other companies. Core earnings (loss) are defined as earnings attributable to Edison International shareholders less non-core items. Non-core items include income or loss from discontinued operations and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as write downs, asset impairments and other income and expense related to changes in law, outcomes in tax, regulatory or legal proceedings, and exit activities, including sale of certain assets and other activities that are no longer continuing.
Beginning July 1, 2023, SCE implemented a customer-funded wildfire self-insurance program. With the commencement of this program, Edison International and SCE no longer consider claims-related losses for wildfires to be representative of ongoing earnings and are treating such costs as non-core items prospectively. For additional information on the customer-funded self-insurance program, see "—Customer-Funded Self-Insurance."
4
2023 vs. 2022 | ||||||||||||
(in millions) |
| 2023 |
| 2022 |
| Change |
| 2021 | ||||
Net income (loss) attributable to Edison International |
|
|
|
|
|
|
|
| ||||
SCE | $ | 1,474 | $ | 847 | $ | 627 | $ | 829 | ||||
Edison International Parent and Other |
| (277) |
| (235) |
| (42) |
| (70) | ||||
Edison International |
| 1,197 |
| 612 |
| 585 |
| 759 | ||||
Less: Non-core items |
|
|
|
|
|
|
|
| ||||
SCE |
|
|
|
|
| |||||||
2017/2018 Wildfire/Mudslide Events claims and expenses, net of recoveries |
| (634) |
| (1,248) |
| 614 |
| (1,234) | ||||
Wildfire Insurance Fund expense |
| (213) |
| (214) |
| 1 |
| (215) | ||||
Other wildfire claims and expenses, net of recoveries1 |
| (34) |
| — |
| (34) |
| — | ||||
2021 NDCTP probable disallowance |
| (30) |
| — |
| (30) |
| — | ||||